ContextLogic (LOGC) investor relations material

Deal rationale and strategic fit

• Acquisition aligns with a strategy to build a portfolio of niche, high-quality, competitively advantaged businesses with durable growth potential and strong management teams.

• Focus is on acquiring specialized companies in markets where expertise, quality, and customer relationships create strong moats.

• gChem is a specialty chemicals leader, one of only three global DMSO producers and the sole Western Hemisphere supplier, with a unique position in DMSO production and a history of innovation.

• The acquisition is the second in a 'string of pearls' approach, following the US Salt deal, reinforcing the compounding value strategy.

• gChem’s products are deeply embedded in customer processes, supporting long-term relationships and value-creation pillars.

Financial terms and conditions

• Purchase price is $850 million, subject to customary adjustments, funded by a fully backstopped rights offering at $9 per unit, new debt, and up to $870 million in committed equity.

• $424 million will be used to purchase equity, $426 million to repay gChem's net debt, $35 million for balance sheet cash, and $15 million for transaction fees.

• Financing is led by Blackstone Credit and Insurance, with a $250 million term loan at SOFR plus 450 basis points and a $25 million revolving credit facility.

• Rights offering is fully backstopped by a consortium including Abrams Capital, BC Partners, and board members, with no backstop fee.

• Transaction is 100% cash except for a management rollover portion.

Synergies and expected cost savings

• No explicit cost synergies are targeted; value is driven by maintaining autonomy and leveraging management expertise.

• Growth is expected from organic expansion, value-based pricing, and operational efficiency, not from integration-related cost cuts.

• Transaction is expected to be materially accretive to free cash flow per unit, with projected $95–$105 million in free cash flow for 2027.

• No material growth capital is expected for at least the next five years due to recent capacity investments.